Tutor Perini Executive Shows Long-term Commitment with New Stock-Based Compensation

Rhea-AI Filing Summary

Tutor Perini Corp Executive Vice President Ghassan Ariqat reported significant changes in equity compensation structure on June 19, 2025. The transaction involved:

• Cancellation of 41,266 phantom stock units originally granted on May 15, 2025, which were cash-settled and scheduled to vest in two equal installments (2026 and 2027)
• Replacement with 78,609 restricted stock units (RSUs) that convert to common stock on a 1:1 basis
• New RSUs vest in three equal installments on June 19 of 2026, 2027, and 2028

This modification shifts the executive's compensation from cash-settled units to equity-settled RSUs, better aligning with shareholder interests. The vesting schedule extends by one year and splits into three tranches instead of two, strengthening retention incentives. All vesting remains contingent on continued employment.

Positive

• Executive VP's compensation structure improved with conversion of 41,266 phantom stock units to 78,609 restricted stock units, providing direct equity ownership rather than cash-settled units
• New RSU grant represents a nearly 2x increase in units (78,609 vs 41,266), indicating strong retention incentives

Negative

• None.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ariqat Ghassan

(Last) (First) (Middle)

C/O TUTOR PERINI CORPORATION

15901 OLDEN STREET

(Street)

SYLMAR CA 91342

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TUTOR PERINI CORP [ TPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	06/19/2025		D(1)			41,266	(1)	(1)	Common Stock	41,266	$0	0	D
Restricted Stock Units	(1)	06/19/2025		A(1)		78,609		(1)	(1)	Common Stock	78,609	$0	78,609	D

Explanation of Responses:

1. Represents the cancellation of phantom stock units granted on May 15, 2025, that were to settle in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock on the applicable vesting date, and which were to vest in two equal installments on May 15, 2026 and 2027, in exchange for the grant on June 19, 2025, of 78,609 restricted stock units that represent the right to shares of common stock, on a 1-for-1 basis, on the applicable vesting date, and which vest in three equal installments on each of June 19, 2026, 2027 and 2028, contingent upon the reporting person's continued employment through these dates.

Remarks:

	/s/ Ifigenia Protopappas, Attorney-in-Fact	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider trading activity occurred at TPC (Tutor Perini) on June 19, 2025?

Executive Vice President Ghassan Ariqat exchanged 41,266 phantom stock units for 78,609 restricted stock units (RSUs). The phantom stock units were cancelled and replaced with RSUs that vest in three equal installments on June 19, 2026, 2027, and 2028.

What are the vesting terms for TPC's new RSUs granted to EVP Ariqat?

The 78,609 restricted stock units granted on June 19, 2025, vest in three equal installments on June 19, 2026, 2027, and 2028. The vesting is contingent upon the executive's continued employment through these dates.

How many TPC phantom stock units did Ghassan Ariqat cancel in June 2025?

Ghassan Ariqat cancelled 41,266 phantom stock units that were originally granted on May 15, 2025. These units were originally scheduled to vest in two equal installments on May 15, 2026 and 2027, and would have settled in cash based on TPC's stock price at vesting.

What is the conversion rate for TPC's new restricted stock units?

The restricted stock units convert to TPC common stock on a 1-for-1 basis, meaning each RSU represents the right to receive one share of common stock on the applicable vesting date.

What was the price of TPC's RSU grant to EVP Ariqat?

According to the Form 4 filing, the restricted stock units were granted at $0 cost to the executive. This is typical for RSU grants which represent a form of equity compensation.